Exhibit 4.1


 




 


 





AMENDED
AND RESTATED TRUST AGREEMENT


 


 


among


 


 


SLM
FUNDING LLC,


as
Depositor


 


 


CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION,


not
in its individual capacity but solely


as
Eligible Lender Trustee


 


 


and


 


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,


not
in its individual capacity but solely

as Indenture Trustee


 


 


Dated
as of June 30, 2004




 


 





 


 








 


TABLE OF CONTENTS


 


	
  ARTICLE
  I

  	
   

  
	
   

  	
   

  
	
  SECTION 1.1  Definitions and Usage

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  II ORGANIZATION

  	
   

  
	
   

  	
   

  
	
  SECTION 2.1  Creation of Trust; Name

  	
   

  
	
  SECTION 2.2  Office

  	
   

  
	
  SECTION 2.3  Purposes and Powers

  	
   

  
	
  SECTION 2.4  Appointment of Eligible Lender Trustee

  	
   

  
	
  SECTION 2.5  Initial Capital Contribution of Trust Estate

  	
   

  
	
  SECTION 2.6  Declaration of Trust

  	
   

  
	
  SECTION 2.7  Liability of the Excess Distribution Certificateholder

  	
   

  
	
  SECTION 2.8  Title to Trust Property

  	
   

  
	
  SECTION 2.9  Representations, Warranties and Covenants of the Depositor

  	
   

  
	
  SECTION 2.10  Intentionally Omitted

  	
   

  
	
  SECTION 2.11  Authorization of Depositor

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  III BENEFICIAL OWNERSHIP AND EXCESS DISTRIBUTION CERTIFICATE

  	
   

  
	
   

  	
   

  
	
  SECTION 3.1  Initial Beneficial Ownership

  	
   

  
	
  SECTION 3.2  Corporate Trust Office

  	
   

  
	
  SECTION 3.3  The Excess Distribution Certificate

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  IV ACTIONS BY ELIGIBLE LENDER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 4.1  Prior Notice to the Excess Distribution Certificateholder With
  Respect to Certain Matters

  	
   

  
	
  SECTION 4.2  Action with Respect to Sale of the Trust Student Loans

  	
   

  
	
  SECTION 4.3  Action with Respect to Bankruptcy

  	
   

  
	
  SECTION 4.4  Restrictions

  	
   

  
	
  SECTION 4.5  Intentionally Omitted

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  	
   

  
	
   

  	
   

  
	
  SECTION 5.1  Application of Trust Funds

  	
   

  
	
  SECTION 5.2  Method of Payment

  	
   

  
	
  SECTION 5.3  No Segregation of Moneys; No Interest

  	
   

  
	
  SECTION 5.4  Reports to the Excess Distribution Certificateholder, the
  Internal Revenue Service and Others

  	
   

  
	
  SECTION 5.5  Intentionally Omitted

  	
   

  



 


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  SECTION 5.6  Intentionally Omitted

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VI AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 6.1  General Authority

  	
   

  
	
  SECTION 6.2  General Duties

  	
   

  
	
  SECTION 6.3  Action upon Instruction

  	
   

  
	
  SECTION 6.4  No Duties Except as Specified in this Agreement or in
  Instructions

  	
   

  
	
  SECTION 6.5  No Action Except Under Specified Documents or Instructions

  	
   

  
	
  SECTION 6.6  Restrictions

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VII CONCERNING THE ELIGIBLE LENDER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 7.1  Acceptance of Trusts and Duties

  	
   

  
	
  SECTION 7.2  Intentionally Omitted

  	
   

  
	
  SECTION 7.3  Representations and Warranties

  	
   

  
	
  SECTION 7.4  Reliance; Advice of Counsel

  	
   

  
	
  SECTION 7.5  Not Acting in Individual Capacity

  	
   

  
	
  SECTION 7.6  Eligible Lender Trustee Not Liable for Excess Distribution
  Certificate or Trust Student Loans

  	
   

  
	
  SECTION 7.7  Eligible Lender Trustee May Own Notes

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VIII COMPENSATION AND INDEMNITY OF ELIGIBLE LENDER TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 8.1  Eligible Lender Trustee’s Fees and Expenses

  	
   

  
	
  SECTION 8.2  Payments to the Eligible Lender Trustee

  	
   

  
	
  SECTION 8.3  Indemnity

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  IX TERMINATION OF TRUST AGREEMENT

  	
   

  
	
   

  	
   

  
	
  SECTION 9.1  Termination of Trust Agreement

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  X SUCCESSOR ELIGIBLE LENDER TRUSTEES AND ADDITIONAL ELIGIBLE LENDER TRUSTEES

  	
   

  
	
   

  	
   

  
	
  SECTION 10.1  Eligibility Requirements for Eligible Lender Trustee

  	
   

  
	
  SECTION 10.2  Resignation or Removal of Eligible Lender Trustee

  	
   

  
	
  SECTION 10.3  Successor Eligible Lender Trustee

  	
   

  
	
  SECTION 10.4  Merger or Consolidation of Eligible Lender Trustee

  	
   

  
	
  SECTION 10.5  Appointment of Co-Eligible Lender Trustee or Separate Eligible
  Lender Trustee

  	
   

  



 


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  ARTICLE
  XI MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  SECTION 11.1  Supplements and Amendments

  	
   

  
	
  SECTION 11.2  No Legal Title to Trust Estate in Excess Distribution
  Certificateholder

  	
   

  
	
  SECTION 11.3  Limitations on Rights of Others

  	
   

  
	
  SECTION 11.4  Notices

  	
   

  
	
  SECTION 11.5  Severability

  	
   

  
	
  SECTION 11.6  Separate Counterparts

  	
   

  
	
  SECTION 11.7  Successors and Assigns

  	
   

  
	
  SECTION 11.8  No Petition

  	
   

  
	
  SECTION 11.9  No Recourse

  	
   

  
	
  SECTION 11.10  Headings

  	
   

  
	
  SECTION 11.11  Governing Law

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  Form of Excess Distribution Certificate

  	
   

  
	
  Exhibit B

  	
  Form of Certificate of Trust

  	
   

  
	
  Exhibit C

  	
  Form of Transferor Letter

  	
   

  
	
  Exhibit D-1

  	
  Form of Transferee Letter (Non-Rule 144A)

  	
   

  
	
  Exhibit D-2

  	
  Form of Transferee Letter (Rule 144A)

  	
   

  
	
   

  	
   

  	
   

  
	
  Appendix A

  	
  Definitions and Usage

  	
   

  



 


iii

















 


AMENDED AND RESTATED TRUST
AGREEMENT dated as of June 30, 2004, among SLM FUNDING LLC, a Delaware limited
liability company, as the Depositor, CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity but
solely as the Eligible Lender Trustee, and DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking corporation, not in its individual capacity but
solely as the Indenture Trustee, acting as the Excess Distribution Certificate
Paying Agent hereunder.


 


WITNESSETH:


 


The Depositor and the
Eligible Lender Trustee are parties to the trust agreement dated as of June 10,
2004 (the “Short-Form Trust Agreement”) pursuant to which a trust known as “SLM
Student Loan Trust 2004-6” was established;


 


The Depositor, the Indenture
Trustee and the Eligible Lender Trustee desire to amend and restate the
Short-Form Trust Agreement upon the terms and conditions set forth herein as
follows:


 


ARTICLE I


 


SECTION 1.1       Definitions
and Usage.  Except as otherwise specified herein or as
the context may otherwise require, capitalized terms used but not otherwise
defined herein are defined in Appendix A hereto, which also contains rules as
to usage that shall be applicable herein.


 


ARTICLE II


 


Organization


 


SECTION 2.1       Creation
of Trust; Name.  There is hereby created a Trust which shall
be known as “SLM Student Loan Trust 2004-6”, in which name the Eligible Lender
Trustee may conduct the business of the Trust, make and execute contracts and
other instruments on behalf of the Trust and sue and be sued.  The Trust shall constitute a statutory trust
within the meaning of Section 3801(a) of the Delaware Statutory Trust Act for
which the Eligible Lender Trustee has filed a certificate of trust with the
Secretary of State of the State of Delaware pursuant to Section 3810(a) of the
Delaware Statutory Trust Act.


 


SECTION 2.2       Office.  The
office of the Trust shall be in care of the Eligible Lender Trustee at its
Corporate Trust Office or at such other address as the Eligible Lender Trustee
may designate by written notice to the Depositor.


 


SECTION 2.3       Purposes
and Powers.  The purpose of the Trust is to engage in the
following activities:


 


(i)            to issue the Notes pursuant to the Indenture
and the Excess Distribution Certificate pursuant to this Agreement and to sell
the Notes in one or more transactions;


 

















 


(ii)           with the proceeds of the sale of the Notes, to fund the Reserve Account
pursuant to Section 2.9 of the Administration Agreement, to make the Collection
Account Initial Deposit, to purchase the Trust Student Loans pursuant to the
Sale Agreement and to make the upfront payment pursuant to the Interest Rate
Cap Agreement;


 


(iii)          to Grant the Trust Estate to the Indenture Trustee pursuant to the
Indenture, and to hold, manage and distribute to the Excess Distribution
Certificateholder pursuant to the terms of this Agreement any portion of the
Trust Estate released from the Lien of, and remitted to the Trust pursuant to,
the Indenture;


 


(iv)          to enter into and perform its obligations under the Basic Documents
(including any agreements representing Eligible Repurchase Obligations) to
which it is to be a party;


 


(v)           to engage in those activities, including entering into agreements, that
are necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith; and


 


(vi)          subject to compliance with the Basic Documents, to engage in such other
activities as may be required in connection with conservation of the Trust
Estate and the making of distributions to the Noteholders and the others
specified in Sections 2.7 and 2.8  of the Administration Agreement.


 


The Trust shall not engage in any activity
other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement or the other Basic Documents.


 


SECTION 2.4       Appointment
of Eligible Lender Trustee.  The Depositor hereby appoints the Eligible
Lender Trustee as trustee of the Trust, effective as of the date hereof, to
have all the rights, powers and duties set forth herein.


 


SECTION 2.5       Initial
Capital Contribution of Trust Estate. The Depositor hereby sells, assigns, transfers, conveys and sets over
to the Eligible Lender Trustee, as of the date hereof, the sum of $100.00. The
Eligible Lender Trustee hereby acknowledges receipt in trust from the
Depositor, as of the date hereof, of the foregoing contribution, which shall
constitute the Initial Trust Estate and shall be deposited in the Collection
Account.  The Depositor shall pay the
organizational expenses of the Trust as they may arise or shall, upon the
request of the Eligible Lender Trustee, promptly reimburse the Eligible Lender
Trustee for any such expenses paid by the Eligible Lender Trustee.


 


SECTION 2.6       Declaration
of Trust.  The Eligible Lender Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Excess Distribution
Certificateholder, subject to the obligations of the Trust under the other
Basic Documents.  It is the intention of
the parties hereto that the Trust constitute a statutory trust under Delaware
law and that this Agreement constitute the governing instrument of such trust.
Effective as of the date hereof, the Eligible Lender Trustee shall have all
rights, powers and duties set forth herein with respect to accomplishing the
purposes of the Trust.


 


2

















 


SECTION 2.7       Liability
of the Excess Distribution Certificateholder.  No Excess Distribution
Certificateholder (in such capacity) shall have any personal liability for any
liability or obligation of the Trust.


 


SECTION 2.8       Title
to Trust Property.  Legal title to all of the Trust Estate shall
be vested at all times in the Trust as a separate legal entity except where
applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Eligible Lender Trustee, a co-trustee and/or a
separate trustee, as the case may be; provided that legal title to the
Trust Student Loans shall be vested at all times in the Eligible Lender Trustee
on behalf of the Trust.


 


SECTION 2.9       Representations,
Warranties and Covenants of the Depositor.  The Depositor hereby
represents, warrants and covenants to the Eligible Lender Trustee as follows:


 


(a)           The Depositor is duly organized and validly existing as a Delaware
limited liability company in good standing under the laws of the State of
Delaware, with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently
conducted.


 


(b)           The Depositor has the power and authority to execute and deliver this
Agreement and to carry out its terms; the Depositor has full power and
authority to sell and assign the property to be sold and assigned to and
deposited with the Trust (or with the Eligible Lender Trustee on behalf of the
Trust) and the Depositor has duly authorized such sale and assignment and
deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust)
by all necessary action; and the execution, delivery and performance of this
Agreement has been duly authorized by the Depositor by all necessary action.


 


(c)           This Agreement constitutes a legal, valid and binding obligation of the
Depositor enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization and similar laws relating to creditors’ rights
generally and subject to general principles of equity.


 


(d)           The consummation of the transactions contemplated by this Agreement and
the fulfillment of the terms hereof do not conflict with, result in any breach
of any of the terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, the Certificate of Formation or
operating agreement of the Depositor, or any indenture, agreement or other
instrument to which the Depositor is a party or by which it is bound; nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Basic Documents); nor violate any law or, to the
Depositor’s knowledge, any order, rule or regulation applicable to the
Depositor of any court or of any Federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties.


 


(e)           The Depositor agrees for the benefit of the Noteholders and the Excess
Distribution Certificateholder that it will comply with each of the
requirements set forth in the Certificate of Formation and its operating
agreement.


 


SECTION 2.10     Intentionally
Omitted. 


 


3

















 


SECTION 2.11     Authorization
of the Depositor.  The Depositor is authorized and directed to
execute on behalf of the Issuer, and, after execution, to deliver to the
Administrator for filing with the Commission, all documents and forms required
to be filed in accordance with applicable law or the rules and regulations
prescribed by the Commission.


 


ARTICLE III


 


Beneficial
Ownership and

Excess Distribution Certificate


 


SECTION 3.1       Initial
Beneficial Ownership.  Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.5 and until the issuance of
the Excess Distribution Certificate, the Depositor shall be the sole beneficial
owner of the Trust.


 


SECTION 3.2       Corporate
Trust Office. The Eligible
Lender Trustee initially designates Christiana Center/OPS4, 500 Stanton
Christiana Road, Newark, Delaware 19713, as its principal Corporate Trust
Office, at which it shall act as Trustee of the Trust.  The Excess Distribution Certificate
Registrar’s New York office and its authenticating agent’s office are located
at:


 


Deutsche Bank Trust Company
Americas

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York  10005

Attn:  Trust & Securities
Services/Structured Finance Services

Telephone:  (212) 250-8454

Facsimile:   (212) 797-8606


 


SECTION 3.3       The
Excess Distribution Certificate.


 


(a)           General.  The Excess Distribution
Certificate shall be issued in one or more registered, definitive physical
certificates substantially in the form of Exhibit A hereto, in minimum
percentage interests of at least 10% and integral multiples of 10% in excess
thereof.  The Excess Distribution
Certificate shall receive payments as provided in Sections 2.8(m) and 2.9(f),
as applicable, of the Administration Agreement.  The Excess Distribution Certificate shall be executed on behalf
of the Trust by manual or facsimile signature of an authorized officer of the
Eligible Lender Trustee.  An Excess Distribution
Certificate bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trust, shall be valid and binding obligations of the Trust, notwithstanding
that such individuals or any of them shall have ceased to be so authorized
prior to the authentication and delivery of such Excess Distribution
Certificate or did not hold such offices at the date of authentication and
delivery of such Excess Distribution Certificate.


 


(b)           Authentication. 
Concurrently with the sale of the Trust Student Loans to the Trust
pursuant to the Sale Agreement, the Eligible Lender Trustee shall cause the
Excess Distribution Certificate to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Depositor,
signed by its president or any vice president, without


 


4

















 


further action by the
Depositor.  For all purposes hereunder,
the Depositor shall be the Excess Distribution Certificateholder.  No Excess Distribution Certificate shall
entitle its holder to any benefit under this Agreement, or shall be valid for
any purpose, unless there shall appear on such Excess Distribution Certificate
a certificate of authentication substantially in the form set forth in Exhibit
A, executed by the Eligible Lender Trustee or JPMorgan Chase Bank, as the
Eligible Lender Trustee’s authenticating agent, by manual signature; such
authentication shall constitute conclusive evidence that such Excess
Distribution Certificate shall have been duly authenticated and delivered
hereunder.  The Excess Distribution
Certificate shall be dated the date of its authentication.  No further Excess Distribution Certificates
shall be issued except pursuant to paragraph (c) or (d) below.


 


(c)           Registration of Transfer and Exchange.  The
Excess Distribution Certificate Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to paragraph (f) below, the Excess
Distribution Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Eligible Lender Trustee shall provide for
the registration of the Excess Distribution Certificate and of transfers and
exchanges of the Excess Distribution Certificate as herein provided. Deutsche
Bank Trust Company Americas shall be the initial Excess Distribution
Certificate Registrar.


 


Upon surrender for
registration of transfer of the Excess Distribution Certificate at the office
or agency maintained pursuant to paragraph (f) below, the Eligible Lender
Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase
Bank as its authenticating agent to authenticate and deliver), in the name of
the designated transferee, a new Excess Distribution Certificate dated the date
of authentication by the Eligible Lender Trustee or any authenticating
agent.  At the option of the Excess
Distribution Certificateholder, the Excess Distribution Certificate may be exchanged
for another Excess Distribution Certificate upon surrender of the Excess
Distribution Certificate to be exchanged at the office or agency maintained
pursuant to paragraph (f) below.


 


An Excess Distribution
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory
to the Eligible Lender Trustee and the Excess Distribution Certificate
Registrar duly executed by the holder thereof or his attorney duly authorized
in writing, with such signature (other than for transfers or exchanges to or
among any Affiliates of the Depositor) guaranteed by a member firm of the New
York Stock Exchange or a commercial bank or trust company.  An Excess Distribution Certificate
surrendered for registration of transfer or exchange shall be cancelled and
subsequently disposed of by the Eligible Lender Trustee in accordance with its
customary practice.


 


No service charge shall be
made for any registration of transfer or exchange of the Excess Distribution
Certificate, but the Eligible Lender Trustee or the Excess Distribution
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer or
exchange of the Excess Distribution Certificate.


 


The preceding provisions of
this Section notwithstanding, the Eligible Lender Trustee shall not be required
to make and the Excess Distribution Certificate Registrar need not register


 


5

















 


transfers or exchanges of the Excess
Distribution Certificate for a period of 15 days preceding any Distribution
Date with respect to the Excess Distribution Certificate.


 


The Excess Distribution
Certificate (including any beneficial interest therein) may not be acquired by
or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or
Section 4975 of the Code, if such acquisition, or the management or servicing
of the Trust or its assets, would cause a non-exempt prohibited transaction in
violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any
Benefit Plan subject to a substantially similar federal, state, local or
foreign law, if such acquisition would cause a non-exempt violation of such
substantially similar law, (iii) any person who is not a United States person
within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru
entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income
of which pass-thru entity is includible by any person referred to in clause
(iii) above.  By accepting and holding
the Excess Distribution Certificate, the holder hereof shall be deemed to have
represented and warranted that it is not acquiring the Excess Distribution
Certificate by or for the account of any entity in violation of the above
restrictions, and to have agreed that if such restrictions are violated, the
holder will promptly dispose of the Excess Distribution Certificate.


 


(d)           Mutilated, Destroyed, Lost or Stolen Excess
Distribution Certificate.  If (1) a mutilated Excess Distribution
Certificate shall be surrendered to the Excess Distribution Certificate
Registrar, or if the Excess Distribution Certificate Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of the Excess Distribution
Certificate, and (2) there shall be delivered to the Excess Distribution
Certificate Registrar and the Eligible Lender Trustee such security or
indemnity as may be required by them to save each of them and the Trust
harmless, then in the absence of notice that such Excess Distribution
Certificate shall have been acquired by a bona fide purchaser, the Eligible
Lender Trustee, on behalf of the Trust, shall execute and the Eligible Lender
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Excess Distribution Certificate, a new
Excess Distribution Certificate of like tenor. 
In connection with the issuance of any new Excess Distribution
Certificate under this Section, the Eligible Lender Trustee and the Excess
Distribution Certificate Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.  Any duplicate Excess Distribution
Certificate issued pursuant to this paragraph shall constitute conclusive
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Excess Distribution Certificate shall be found at any
time.


 


(e)           Persons Deemed Owners. 
Prior to due presentation of the Excess Distribution Certificate for
registration of transfer, the Eligible Lender Trustee and the Excess
Distribution Certificate Registrar and any agent of either of them may treat
the Person in whose name the Excess Distribution Certificate shall be
registered in the Excess Distribution Certificate Register as the owner of such
Excess Distribution Certificate for the purpose of receiving distributions
thereon and for all other purposes whatsoever, and neither the Eligible Lender
Trustee, the Excess Distribution Certificate Registrar nor any agent thereof
shall be bound by any notice to the contrary.


 


(f)            Maintenance of Office or Agency.  The
Eligible Lender Trustee shall maintain in the Borough of Manhattan, The City of
New York, an office or offices or agency or agencies


 


6

















 


where the Excess Distribution Certificate may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Eligible Lender Trustee in respect of the Excess
Distribution Certificate may be served.


 


(g)           Appointment of Excess Distribution
Certificate Paying Agent.  The Excess Distribution Certificate Paying
Agent shall make distributions to the Excess Distribution Certificateholder from
the amounts received from the Indenture Trustee pursuant to Sections 2.8(m) and
2.9(f) of the Administration Agreement and shall report the amounts of such
distributions to the Indenture Trustee (if the Excess Distribution Certificate
Paying Agent is not the Indenture Trustee). 
Any Excess Distribution Certificate Paying Agent shall have the
revocable power to receive such funds from the Indenture Trustee for the
purpose of making the distributions referred to above.  The Eligible Lender Trustee may revoke such
power and remove the Excess Distribution Certificate Paying Agent if the
Eligible Lender Trustee determines in its sole discretion that the Excess
Distribution Certificate Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect.  The Excess Distribution Certificate Paying
Agent shall initially be the Indenture Trustee, and any co-paying agent chosen
by the Eligible Lender Trustee and consented to by the Administrator (which
consent shall not be unreasonably withheld). 
The Indenture Trustee shall be permitted to resign as Excess
Distribution Certificate Paying Agent upon 30 days’ written notice to the
Eligible Lender Trustee.  In the event
that the Indenture Trustee shall no longer be the Excess Distribution
Certificate Paying Agent, the Eligible Lender Trustee shall appoint a successor
to act as Excess Distribution Certificate Paying Agent (which shall be a bank
or trust company).  The Eligible Lender
Trustee shall cause such successor Excess Distribution Certificate Paying Agent
or any additional Excess Distribution Certificate Paying Agent appointed by the
Eligible Lender Trustee to execute and deliver to the Eligible Lender Trustee
an instrument in which such successor Excess Distribution Certificate Paying
Agent or additional Excess Distribution Certificate Paying Agent shall agree
with the Eligible Lender Trustee that as Excess Distribution Certificate Paying
Agent, such successor Excess Distribution Certificate Paying Agent or
additional Excess Distribution Certificate Paying Agent will hold all sums, if
any, held by it for payment to the Excess Distribution Certificateholder in
trust for the benefit of such holder until such sums shall be paid to such
holder.  The Excess Distribution
Certificate Paying Agent shall return all unclaimed funds to the Eligible
Lender Trustee and upon removal of an Excess Distribution Certificate Paying
Agent such Excess Distribution Certificate Paying Agent shall also return all
funds in its possession to the Eligible Lender Trustee.  The provisions of Articles VII and VIII of
the Indenture shall apply to the Indenture Trustee also in its role as Excess
Distribution Certificate Paying Agent, for so long as the Indenture Trustee
shall act as Excess Distribution Certificate Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder.  Any reference in this Agreement to the
Excess Distribution Certificate Paying Agent shall include any co-paying agent
unless the context requires otherwise.


 


(h)           Restrictions on Transfer of the Excess
Distribution Certificate.


 


(i)  The Excess Distribution Certificate may be
transferred to any Affiliate of the Depositor, without any requirement to
provide any officer’s certificates or legal opinions that would otherwise be
required if such proposed transfer was being made to a Person who is not an
Affiliate of the Depositor.


 


7

















 


(ii)           Except as provided above, the Excess Distribution Certificate shall not
be sold, pledged, transferred or assigned except as provided below:


 


(A)          The Excess Distribution Certificate has not been registered or
qualified under the Securities Act of 1933, as amended (the “Securities Act”)
or any state securities law.  No
transfer, sale, pledge or other disposition of the Excess Distribution
Certificate or any interest therein shall be made unless such transfer is made
pursuant to an effective registration statement under the Securities Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction which does not require such registration or
qualification.  In the event that a
transfer is to be made without registration or qualification, the Eligible
Lender Trustee shall require, in order to assure compliance with such laws,
that the prospective transferor and transferee each certify to the Eligible
Lender  Trustee, the Excess
Distribution Certificate Registrar, the Administrator, and, if it is not the
proposed transferor, the Depositor, in writing, the facts surrounding the
transfer.  Such certifications shall be
substantially in the forms of Exhibit  C
hereto and Exhibit  D-1 or D-2
hereto, as applicable.  In the event
that such a transfer is to be made within two years from the date of the
initial issuance of the Excess Distribution Certificate pursuant hereto (other
than a transfer as to which the proposed transferee has provided a certificate
in the form of Exhibit D-2), the Eligible Lender  Trustee in its sole discretion, may require that there shall
also be delivered to the Eligible Lender Trustee, the Excess Distribution
Certificate Registrar, the Administrator, or, if it is not the proposed
transferor, the Depositor, at the expense of the transferor, an opinion of
counsel that such transfer may be made pursuant to an exemption from the
Securities Act and such state securities laws. 
Any such opinion of counsel shall not be an expense of the Eligible
Lender Trustee, the Excess Distribution Certificate Registrar, the
Administrator, and, if it is not the proposed transferor, the Depositor.  None of the Depositor, the Administrator or
the Eligible Lender Trustee is obligated to register or qualify the Excess
Distribution Certificate under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
transfer of the Excess Distribution Certificate without registration or
qualification.  Any such Excess
Distribution Certificateholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Eligible Lender Trustee, the Excess Distribution
Certificate Registrar, the Administrator, and, if it is not the proposed
transferor, the Depositor, against any liability that may result if the
transfer is not so exempt or is made in accordance with such applicable federal
and state laws.


 


(B)           No transfer of the Excess Distribution Certificate will be registered
by the Eligible Lender Trustee or the Excess Distribution Certificate Registrar
unless the  Eligible Lender  Trustee, the Excess Distribution
Certificate Registrar, the Administrator, and, if it is not the proposed
transferor, the Depositor receives a representation from the proposed
transferee of the Excess Distribution Certificate, substantially in the form of
Exhibit D-1 or D-2, as the case may be, that such transferee is not acquiring
the Excess Distribution Certificate directly or indirectly for, on behalf of or
with the assets of a Plan.  If any
proposed transferee shall become an Excess Distribution Certificateholder in
violation of these provisions, then the last preceding permitted transferee
shall be restored, to the extent permitted by law, to all rights as Excess
Distribution Certificateholder, retroactive to the date of registration of such
transfer of the Excess


 


8

















 


Distribution
Certificate.  Neither the Eligible
Lender Trustee nor the Excess Distribution Certificate Registrar shall have any
liability to any person for any registration or transfer of the Excess
Distribution Certificate that is not permitted or for making any payments due
on the Excess Distribution Certificate to the holder thereof or for taking any
action with respect to such holder under this Agreement.  Any proposed transferee who becomes an
Excess Distribution Certificateholder shall agree to indemnify the Eligible
Lender  Trustee, the Excess
Distribution Certificate Registrar, the Administrator, and, if it is not the
proposed transferor, the Depositor, against any loss, damage or penalty
incurred as a result of the transfer of the Excess Distribution Certificate to
such proposed transferee in violation of such restrictions.


 


(C)           The prospective transferee shall be aware that the Excess Distribution
Certificate shall bear legends referring to the restrictions contained in
sub-clauses (A) and (B) above and by its acceptance of the Excess Distribution
Certificate agrees to abide by such restrictions.


 


(D)          The prospective transferee shall deliver an opinion of counsel
addressed to the Eligible Lender Trustee, the Administrator, and, if it is not
the proposed transferor, the Depositor, to the effect that, (1) as a matter of
federal income tax law, such prospective transferee is permitted to accept the
transfer of the Excess Distribution Certificate, (2) such transfer or pledge
would not jeopardize the tax treatment of the Trust, (3) such transfer or
pledge would not subject the Trust to any entity-level tax, (4) such transfer
or pledge would not jeopardize the status of the Notes as debt for all
purposes, and (5) such pledge or transfer would not cause the Trust to be
treated, for federal income tax purposes, as an association or a publicly
traded partnership taxable as a corporation.


 


(E)           No pledge or transfer of the Excess Distribution Certificate shall be
effective unless such purchase or transfer is to a single beneficial owner.


 


(iii)          Any Excess Distribution Certificateholder, as evidenced by its
agreement to accept the rights conferred under the Excess Distribution
Certificate, is hereby deemed to accept all obligations of the Depositor under
this Agreement.


 


ARTICLE IV


 


Actions
by Eligible Lender Trustee


 


SECTION 4.1       Prior
Notice to the Excess Distribution Certificateholder With Respect to Certain
Matters.  With respect to the following matters, the
Eligible Lender Trustee shall not take action unless at least 30 days before
the taking of such action, the Eligible Lender Trustee shall have notified the
Excess Distribution Certificateholder and each of the Rating Agencies in
writing of the proposed action and the Excess Distribution Certificateholder
shall not have notified the Eligible Lender Trustee in writing prior to the
30th calendar day after such notice is given that it has withheld consent or
provided alternative direction:


 


9

















 


(a)                                  the initiation of any material claim or
lawsuit by the Trust (except claims or lawsuits brought in connection with the
collection of the Trust Student Loans) and the compromise of any material
action, claim or lawsuit brought by or against the Trust (except with respect
to the aforementioned claims or lawsuits for collection of Trust Student
Loans);


 


(b)                                 the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of any class of
Noteholders is required;


 


(c)                                  the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of any class of
Noteholder is not required and such amendment materially adversely affects the
interests of the Excess Distribution Certificateholder; or


 


(d)                                 the amendment of the Interest Rate Cap
Agreement in circumstances where the consent of any class of Noteholders is
required or in circumstances where the consent of Noteholders is not required
but where such amendment materially adversely affects the interests of the
Excess Distribution Certificateholder.


 


SECTION 4.2       Action
with Respect to Sale of the Trust Student Loans.  The
Eligible Lender Trustee shall not have the power, except upon the written
direction of the Excess Distribution Certificateholder and except as expressly
provided in the Basic Documents, to sell the Trust Student Loans after the
payment in full of the Notes.


 


SECTION 4.3       Action
with Respect to Bankruptcy.
The Eligible Lender Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the prior approval of
the Excess Distribution Certificateholder and the delivery to the Eligible
Lender Trustee by the Excess Distribution Certificateholder of a certificate
certifying that the Excess Distribution Certificateholder reasonably believes
that the Trust is insolvent.


 


SECTION 4.4       Restrictions. 
Neither the Depositor nor the Excess Distribution Certificateholder
shall direct the Eligible Lender Trustee to take or refrain from taking any
action if such action or inaction would be contrary to any obligation of the
Trust or the Eligible Lender Trustee under this Agreement or any of the other
Basic Documents or would be contrary to Section 2.3 nor shall the Eligible
Lender Trustee be permitted to follow any such direction, if given.


 


SECTION 4.5       Intentionally
Omitted.


 


ARTICLE V


 


Application
of Trust Funds; Certain Duties


 


SECTION 5.1       Application
of Trust Funds.


 


(a)           On each Distribution Date, the Excess Distribution Certificate Paying
Agent shall distribute to the Excess Distribution Certificateholder any amounts
payable in respect of the Excess Distribution Certificate in accordance with
the Administration Agreement.


 


10

















 


(b)           In the event that any withholding tax is imposed on the Trust’s payment
to the Excess Distribution Certificateholder, such tax shall reduce the amount
otherwise distributable on the Excess Distribution Certificate.


 


SECTION 5.2       Method
of Payment.  Distributions required to be made to the
Excess Distribution Certificateholder on any Distribution Date shall be made to
the holder of record on the preceding Record Date either by wire transfer, in
immediately available funds, to the account of such holder at a bank or other entity
having appropriate facilities therefor, if such holder shall have provided to
the Excess Distribution Certificate Registrar appropriate written instructions
signed by two authorized officers, if any, at least five Business Days prior to
such Distribution Date, or, if not, by check mailed to such holder at the
address of such holder appearing in the Excess Distribution Certificate
Register.


 


SECTION 5.3       No
Segregation of Moneys; No Interest.  Subject to Section 5.1,
moneys received by the Eligible Lender Trustee hereunder need not be segregated
in any manner except to the extent required by law or the Administration
Agreement and may be deposited under such general conditions as may be
prescribed by law, and the Eligible Lender Trustee shall not be liable for any
interest thereon.


 


SECTION 5.4       Reports
to the Excess Distribution Certificateholder, the Internal Revenue Service and
Others.  The Eligible Lender Trustee shall provide
(or cause to be provided) any reports or other information required to be provided
to the Excess Distribution Certificateholder pursuant to the Code, the
regulations promulgated thereunder or other applicable law.  In addition, the Eligible Lender Trustee
shall provide (or cause to be provided) any information concerning the Excess Distribution
Certificate to the Internal Revenue Service or other taxing authority as
required under the Code, the regulations promulgated thereunder or other
applicable law. The Eligible Lender Trustee shall be entitled to hire an
independent accounting firm to perform the functions described in this Section
5.4, the reasonable fees and expenses of which shall be paid by the Depositor.


 


SECTION 5.5       Intentionally
Omitted.


 


SECTION 5.6       Intentionally
Omitted.


 


ARTICLE VI


 


Authority
and Duties of Eligible Lender Trustee


 


SECTION 6.1       General
Authority.  The Eligible Lender Trustee is authorized
and directed to execute and deliver the Basic Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit to
or contemplated by the Basic Documents to which the Trust is to be a party, in
each case, in such form as the Depositor shall approve as evidenced
conclusively by the Eligible Lender Trustee’s execution thereof, and, on behalf
of the Trust, to direct the Indenture Trustee to authenticate and deliver Notes
denominated in U.S. Dollars in the aggregate principal amount of
$3,030,582,000.  The Eligible
Lender Trustee is also authorized and directed on behalf of the Trust (i) to
acquire and hold legal title to the Trust Student Loans from the Depositor and
(ii) to take all actions required pursuant to Section 2.4 of


 


11

















 


the Administration Agreement
and otherwise follow the direction of and cooperate with the Servicer in
submitting, pursuing and collecting any claims to and with the Department with
respect to any Interest Subsidy Payments and Special Allowance Payments
relating to the Trust Student Loans.


 


In addition to the
foregoing, the Eligible Lender Trustee is authorized to take all actions
required of the Trust pursuant to the Basic Documents.  The Eligible Lender Trustee is further
authorized from time to time to take such action as the Administrator directs
or instructs with respect to the Basic Documents and is directed to take such
action to the extent that the Administrator is expressly required pursuant to
the Basic Documents to cause the Eligible Lender Trustee to act.


 


SECTION 6.2       General
Duties.  It shall be the duty of the Eligible Lender
Trustee to discharge (or cause to be discharged) all of its responsibilities
pursuant to the terms of this Agreement and the other Basic Documents to which
the Trust is a party and to administer the Trust in the interest of the
Noteholders and the Excess Distribution Certificateholder subject to and in
accordance with the provisions of this Agreement and the other Basic
Documents.  Without limiting the
foregoing, the Eligible Lender Trustee shall on behalf of the Trust file and
prove any claim or claims that may exist on behalf of the Trust against the
Depositor in connection with any claims paying procedure as part of an
insolvency or a receivership proceeding involving the Depositor.  Notwithstanding the foregoing, the Eligible
Lender Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the other Basic Documents to the extent
the Administrator has agreed in the Administration Agreement to perform and act
or to discharge any duty of the Eligible Lender Trustee hereunder or under any
other Basic Document, and the Eligible Lender Trustee shall not be held liable
for the default or failure of the Administrator to carry out its obligations
under the Administration Agreement. 
Except as expressly provided in the Basic Documents, the Eligible Lender
Trustee shall have no obligation to administer, service or collect the Trust
Student Loans or to maintain, monitor or otherwise supervise the
administration, servicing or collection of the Trust Student Loans.


 


SECTION 6.3       Action
upon Instruction.


 


(a)           [Reserved].


 


(b)           The Eligible Lender Trustee shall not be required to take any action
hereunder or under any other Basic Document if the Eligible Lender Trustee
shall have reasonably determined, or shall have been advised by counsel, that
such action is likely to result in liability on the part of the Eligible Lender
Trustee or is contrary to the terms hereof, any other Basic Document or is
otherwise contrary to law.


 


(c)           Whenever the Eligible Lender Trustee is unable to determine the
appropriate course of action between alternative courses and actions permitted
or required by the terms of this Agreement or under any other Basic Document,
the Eligible Lender Trustee shall promptly give notice (in such form as shall
be appropriate under the circumstances) to the Excess Distribution
Certificateholder requiring instruction as to the course of action to be
adopted, and to the extent the Eligible Lender Trustee acts in good faith in
accordance with any written instruction of the Excess Distribution
Certificateholder received, the Eligible Lender Trustee


 


12

















 


shall not be liable on account of such action to any
Person.  If the Eligible Lender Trustee
shall not have received appropriate instruction within 10 days of such notice
(or within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action, not inconsistent with this
Agreement, the other Basic Documents, as it shall deem to be in the best
interests of the Excess Distribution Certificateholder, and shall have no
liability to any Person for such action or inaction.


 


(d)           In the event that the Eligible Lender Trustee is unsure as to the
application of any provision of this Agreement, any other Basic Document or any
such provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Eligible Lender Trustee or is silent
or is incomplete as to the course of action that the Eligible Lender Trustee is
required to take with respect to a particular set of facts, the Eligible Lender
Trustee may give notice (in such form as shall be appropriate under the
circumstances) to the Excess Distribution Certificateholder requesting
instruction and, to the extent that the Eligible Lender Trustee acts or
refrains from acting in good faith in accordance with any such instruction received,
the Eligible Lender Trustee shall not be liable, on account of such action or
inaction, to any Person.  If the
Eligible Lender Trustee shall not have received appropriate instruction within
10 days of such notice (or within such shorter period of time as reasonably may
be specified in such notice or may be necessary under the circumstances) it
may, but shall be under no duty to, take or refrain from taking such action,
not inconsistent with this Agreement or the other Basic Documents, as it shall
deem to be in the best interest of the Excess Distribution Certificateholder,
and shall have no liability to any Person for such action or inaction.


 


SECTION 6.4       No
Duties Except as Specified in this Agreement or in Instructions.  The
Eligible Lender Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, service, dispose of or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Eligible Lender Trustee is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction received by the Eligible Lender Trustee pursuant to Section 6.3;
and no implied duties or obligations shall be read into this Agreement or any
other Basic Document against the Eligible Lender Trustee. The Eligible Lender
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or lien granted to it hereunder or to
prepare or file any Commission filing for the Trust or to record this Agreement
or any other Basic Document.  The
Eligible Lender Trustee nevertheless agrees that it will, at its own cost and
expense, promptly take all action as may be necessary to discharge any Liens on
any part of the Trust Estate that result from actions by, or claims against,
Chase Manhattan Bank USA, National Association in its individual capacity or as
the Eligible Lender Trustee that are not related to the ownership or the
administration of the Trust Estate.


 


SECTION 6.5       No
Action Except under Specified Documents or Instructions.  The
Eligible Lender Trustee shall not otherwise deal with any part of the Trust
Estate except (i) in accordance with the powers granted to and the authority
conferred upon the Eligible Lender Trustee pursuant to this Agreement, (ii) in
accordance with the other Basic Documents to which


 


13

















 


it is a party and (iii) in
accordance with any document or instruction delivered to the Eligible Lender
Trustee pursuant to Section 6.3.


 


SECTION 6.6       Restrictions.  The
Eligible Lender Trustee shall not take any action (a) that is inconsistent with
the purposes of the Trust set forth in Section 2.3 or (b) that, to the actual
knowledge of the Eligible Lender Trustee, would result in the Trust’s becoming
taxable as a corporation for Federal income tax purposes.  Neither the Depositor nor the Excess
Distribution Certificateholder shall direct the Eligible Lender Trustee to take
action that would violate the provisions of this Section.


 


ARTICLE VII


 


Concerning
the Eligible Lender Trustee


 


SECTION 7.1       Acceptance
of Trusts and Duties.  The Eligible Lender Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect
to such trusts but only upon the terms of this Agreement.  The Eligible Lender Trustee also agrees to
disburse all moneys actually received by it constituting part of the Trust
Estate upon the terms of this Agreement and the other Basic Documents.  The Eligible Lender Trustee shall not be
answerable or accountable hereunder or under any other Basic Document under any
circumstances, except (i) for its own willful misconduct or negligence or (ii)
in the case of the inaccuracy of any representation or warranty contained in
Section 7.3 expressly made by the Eligible Lender Trustee.  In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):


 


(a)           the Eligible Lender Trustee shall not be liable for any error of
judgment made by a responsible officer of the Eligible Lender Trustee;


 


(b)           the Eligible Lender Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in accordance with the direction or
instructions of the Administrator, the Depositor or the Excess Distribution
Certificateholder;


 


(c)           no provision of this Agreement or any other Basic Document shall
require the Eligible Lender Trustee to expend or risk funds or otherwise incur
any financial liability in the performance of any of its rights or powers
hereunder or under any other Basic Document, if the Eligible Lender Trustee
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured or
provided to it;


 


(d)           under no circumstances shall the Eligible Lender Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents,
including the principal of and interest on the Notes;


 


(e)           the Eligible Lender Trustee shall not be responsible for or in respect
of the validity or sufficiency of this Agreement or for the due execution
hereof by the Depositor or for the form, character, genuineness, sufficiency,
value or validity of any of the Trust Estate or for or in respect of the
validity or sufficiency of the Basic Documents, other than the certificate of
authentication on the Excess Distribution Certificate, and the Eligible Lender
Trustee shall in no


 


14

















 


event assume or incur any
liability, duty, or obligation to any Noteholder or the Excess Distribution
Certificateholder, other than as expressly provided for herein and in the other
Basic Documents;


 


(f)            the Eligible Lender Trustee shall not be
liable for the action or inaction, default or misconduct of the Administrator,
the Depositor, the Indenture Trustee or the Servicer under any of the other
Basic Documents or otherwise and the Eligible Lender Trustee shall have no
obligation or liability to perform the obligations of the Trust under this
Agreement or the other Basic Documents that are required to be performed by the
Administrator under the Administration Agreement, the Indenture Trustee under
the Indenture or the Servicer under the Servicing Agreement; and


 


(g)           the Eligible Lender Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Agreement, or to institute,
conduct or defend any litigation under this Agreement or otherwise or in
relation to this Agreement, any other Basic Document, at the request, order or
direction of the Depositor or the Excess Distribution Certificateholder, unless
the Depositor or such holder has offered to the Eligible Lender Trustee
security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Eligible Lender Trustee therein or
thereby.  The right of the Eligible
Lender Trustee to perform any discretionary act enumerated in this Agreement or
in any other Basic Document shall not be construed as a duty, and the Eligible
Lender Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act.


 


SECTION 7.2       Intentionally
Omitted.


 


SECTION 7.3       Representations
and Warranties.  The Eligible Lender Trustee hereby
represents and warrants to the Depositor, for the benefit of the Noteholders,
the Interest Rate Cap Counterparty and the Excess Distribution
Certificateholder, that:


 


(a)           It is duly organized and validly existing in good standing under the
laws of its governing jurisdiction and has an office located within the State
of Delaware. It has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement.


 


(b)           It has taken all corporate action necessary to authorize the execution
and delivery by it of this Agreement, and this Agreement will be executed and
delivered by one of its officers who is duly authorized to execute and deliver
this Agreement on its behalf.


 


(c)           Neither the execution nor the delivery by it of this Agreement, nor the
consummation by it of the transactions contemplated hereby nor compliance by it
with any of the terms or provisions hereof will contravene any Federal or
Delaware state law, governmental rule or regulation governing the banking or
trust powers of the Eligible Lender Trustee or any judgment or order binding on
it, or constitute any default under its charter documents or by-laws or any
indenture, mortgage, contract, agreement or instrument to which it is a party
or by which any of its properties may be bound.


 


(d)           It is and will maintain its status as an “eligible lender” (as such
term is defined in Section 435(d) of the Higher Education Act) for purposes of
holding legal title to the Trust


 


15

















 


Student Loans as contemplated by this Agreement and
the other Basic Documents, it has a lender identification number with respect
to the Trust Student Loans from the Department and has and will maintain in
effect a Guarantee Agreement with each of the Guarantors with respect to the
Trust Student Loans.


 


SECTION 7.4       Reliance;
Advice of Counsel.


 


(a)           The Eligible Lender Trustee shall incur no liability to anyone in
acting upon any signature, instrument, direction, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper
party or parties.  The Eligible Lender
Trustee may accept a certified copy of a resolution of the board of directors
or other governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full
force and effect.  As to any fact or
matter the method of the determination of which is not specifically prescribed
herein, the Eligible Lender Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter
and such certificate shall constitute full protection to the Eligible Lender
Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.


 


(b)           In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the other
Basic Documents, the Eligible Lender Trustee (i) may act directly or through
its agents or attorneys pursuant to agreements entered into with any of them
and the Eligible Lender Trustee shall not be liable for the conduct or
misconduct of such agents or attorneys if such agents or attorneys shall have
been selected by the Eligible Lender Trustee with reasonable care, and (ii) may
consult with counsel and accountants to be selected with reasonable care and
employed by it.  The Eligible Lender
Trustee shall not be liable for anything done, suffered or omitted in good
faith by it in accordance with the written opinion or advice of any such
counsel or accountants and not contrary to this Agreement or any other Basic
Document.


 


SECTION 7.5       Not
Acting in Individual Capacity.  Except as provided in this Article VII, in
accepting the trusts hereby created Chase Manhattan Bank USA, National
Association acts solely as Eligible Lender Trustee hereunder and not in its
individual capacity and all Persons having any claim against the Eligible
Lender Trustee by reason of the transactions contemplated by this Agreement or
any other Basic Document shall look only to the Trust Estate for payment or
satisfaction thereof.


 


SECTION 7.6       Eligible
Lender Trustee Not Liable for Excess Distribution Certificate or Trust Student
Loans.  The recitals contained herein and in the
Excess Distribution Certificate (other than the signature of and authentication
by the Eligible Lender Trustee on the Excess Distribution Certificate) shall be
taken as the statements of the Depositor and the Eligible Lender Trustee
assumes no responsibility for the correctness thereof.  The Eligible Lender Trustee makes no
representations as to the validity or sufficiency of this Agreement, the Excess
Distribution Certificate, or any other Basic Document (other than the signature
of and authentication by the Eligible Lender Trustee on the Excess Distribution
Certificate), or the Notes, or of any Trust Student Loan or related
documents.  The Eligible Lender Trustee
shall at


 


16

















 


no time have any
responsibility (or liability except for willfully or negligently terminating or
allowing to be terminated any of the Guarantee Agreements, in a case where the
Eligible Lender Trustee knows of any facts or circumstances which will or could
reasonably be expected to result in any such termination) for or with respect
to the legality, validity, enforceability and eligibility for Guarantee
Payments, federal reinsurance, Interest Subsidy Payments or Special Allowance
Payments, as applicable, in respect of any Trust Student Loan, or for or with
respect to the sufficiency of the Trust Estate or its ability to generate the
payments to be distributed to the Excess Distribution Certificateholder under
this Agreement or the Noteholders, under the Indenture, including the existence
and contents of any computer or other record of any Trust Student Loan; the
validity of the assignment of any Trust Student Loan to the Eligible Lender
Trustee on behalf of the Trust; the completeness of any Trust Student Loan; the
performance or enforcement (except as expressly set forth in any Basic
Document) of any Trust Student Loan; the compliance by the Depositor or the
Servicer with any warranty or representation made under any Basic Document or
in any related document or the accuracy of any such warranty or representation
or any action or inaction of the Administrator, the Indenture Trustee or the
Servicer or any subservicer taken in the name of the Eligible Lender Trustee.


 


SECTION 7.7       Eligible
Lender Trustee May Own Notes.  The Eligible Lender Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may deal with the Depositor, the Excess Distribution Certificateholder, the
Administrator, the Indenture Trustee or the Servicer in banking transactions
with the same rights as it would have if it were not Eligible Lender Trustee.


 


ARTICLE VIII


 


Compensation
and Indemnity of Eligible Lender Trustee


 


SECTION 8.1       Eligible
Lender Trustee’s Fees and Expenses.  The Eligible Lender Trustee
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Depositor and the
Eligible Lender Trustee, and the Eligible Lender Trustee shall be entitled to
be reimbursed by the Depositor, to the extent provided in such separate
agreement, for its other reasonable expenses (including the reasonable fees and
expenses of counsel and independent accountants) hereunder.


 


SECTION 8.2       Payments
to the Eligible Lender Trustee.  Any amounts paid to the Eligible Lender
Trustee pursuant to Section 8.1 hereof or pursuant to Section 9 of the Sale
Agreement, Section 4.2 of the Administration Agreement or Section 4.2 of the
Servicing Agreement shall be deemed not to be a part of the Trust Estate
immediately after such payment.


 


SECTION 8.3       Indemnity.  The
Depositor shall cause the Administrator to indemnify the Eligible Lender
Trustee in its individual capacity and any of its officer, directors, employees
and agents as and to the extent provided for in Section 4.2 of the
Administration Agreement.


 


17

















 


ARTICLE IX


 


Termination
of Trust Agreement


 


SECTION 9.1       Termination
of Trust Agreement.


 


(a)           This Agreement (other than Article VIII) and the Trust shall terminate
and be of no further force or effect upon (1) the final distribution by the
Excess Distribution Certificate Paying Agent of all moneys or other property or
proceeds of the Trust Estate in accordance with the terms of the Indenture, the
Administration Agreement and Article V hereof and (2) the filing of the
certificate of cancellation by the Eligible Lender Trustee pursuant to section
9.1(b) below.  The bankruptcy,
liquidation, dissolution, death or incapacity of the Excess Distribution
Certificateholder shall not (x) operate to terminate this Agreement or the
Trust, nor (y) entitle such holder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Trust or Trust Estate nor (z) otherwise
affect the rights, obligations and liabilities of the parties hereto.


 


(b)           Except as provided in Section 9.1(a), none of the Depositor, any
Noteholder or the Excess Distribution Certificateholder shall be entitled to
revoke or terminate the Trust.


 


Upon final distribution of
any funds remaining in the Trust, the Eligible Lender Trustee shall file a
certificate of cancellation of the Trust’s certificate of trust pursuant to
Section 3810(c) of the Delaware Statutory Trust Act.


 


ARTICLE X


 


Successor
Eligible Lender Trustees and

Additional Eligible Lender Trustees


 


SECTION 10.1     Eligibility
Requirements for Eligible Lender Trustee.  The Eligible Lender Trustee
shall at all times be a corporation or association (i) qualifying as an
“eligible lender” as such term is defined in Section 435(d) of the Higher
Education Act for purposes of holding legal title to the Trust Student Loans on
behalf of the Trust, with a valid lender identification number with respect to
the Trust Student Loans from the Department; (ii) being authorized to exercise
corporate trust powers and hold legal title to the Trust Student Loans; (iii)
having in effect Guarantee Agreements with each of the Guarantors as may be
directed by the Depositor; (iv) having a combined capital and surplus of at
least $50,000,000 and being subject to supervision or examination by Federal or
state authorities; (v) having its principal place of business in the State of
Delaware and otherwise complying with Section 3807 of the Delaware Statutory
Trust Act; and (vi) having (or having a parent which has) a rating in respect
of its long-term senior unsecured debt of at least “BBB-” (or the equivalent)
by each of the Rating Agencies (or which, if the long-term senior unsecured
debt of such corporation or association is not rated by any Rating Agency,
shall have provided to the Indenture Trustee written confirmation from such
Rating Agency that the appointment of such corporation or association to serve
as Eligible Lender Trustee will not result in and of itself in a reduction or
withdrawal of the then current rating of any of the Notes).  If the Eligible Lender Trustee shall publish
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining


 


18

















 


authority, then for the
purpose of this Section, the combined capital and surplus of the Eligible
Lender Trustee shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.  In case at any time the Eligible Lender
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Eligible Lender Trustee shall resign immediately in the manner and
with the effect specified in Section 10.2.


 


SECTION 10.2     Resignation
or Removal of Eligible Lender Trustee.  The Eligible Lender Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Administrator.  Upon receiving such notice of resignation, the Administrator
shall promptly appoint a successor Eligible Lender Trustee meeting the
eligibility requirements of Section 10.1 by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Eligible
Lender Trustee and one copy to the successor Eligible Lender Trustee.  If no successor Eligible Lender Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Eligible Lender Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Eligible Lender Trustee; provided, however, that such
right to appoint or to petition for the appointment of any such successor shall
in no event relieve the resigning Eligible Lender Trustee from any obligations
otherwise imposed on it under the Basic Documents until such successor has in
fact assumed such appointment.


 


If at any time the Eligible
Lender Trustee shall cease to be or shall be likely to cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Administrator, or if at any time an Insolvency
Event with respect to the Eligible Lender Trustee shall have occurred and be
continuing, then the Administrator may remove the Eligible Lender Trustee.  If the Administrator shall remove the
Eligible Lender Trustee under the authority of the immediately preceding
sentence, the Administrator shall promptly appoint a successor Eligible Lender
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the outgoing Eligible Lender Trustee so removed and one copy to
the successor Eligible Lender Trustee and payment of all fees owed to the
outgoing Eligible Lender Trustee.


 


Any resignation or removal
of the Eligible Lender Trustee and appointment of a successor Eligible Lender
Trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Eligible Lender
Trustee pursuant to Section 10.3, payment of all fees and expenses owed to the
outgoing Eligible Lender Trustee and the filing of a certificate of amendment
to the Trust’s certificate of trust pursuant to Section 3810(b) of the Delaware
Statutory Trust Act.  The Administrator
shall provide notice of such resignation or removal of the Eligible Lender
Trustee and to each of the Rating Agencies.


 


SECTION 10.3     Successor
Eligible Lender Trustee.  Any successor Eligible Lender Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to
the Administrator and to its predecessor Eligible Lender Trustee an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Eligible Lender Trustee shall become effective
and such successor Eligible Lender Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if
originally named as Eligible Lender Trustee. 
The predecessor Eligible Lender Trustee shall


 


19

















 


upon payment of its fees and
expenses deliver to the successor Eligible Lender Trustee all documents,
statements, moneys and properties held by it under this Agreement and shall
assign, if permissible, to the successor Eligible Lender Trustee the lender
identification number obtained from the Department on behalf of the Trust; and
the Administrator and the predecessor Eligible Lender Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Eligible Lender
Trustee all such rights, powers, duties and obligations.


 


No successor Eligible Lender
Trustee shall accept such appointment as provided in this Section unless at the
time of such acceptance such successor Eligible Lender Trustee shall be eligible
pursuant to Section 10.1.


 


Upon acceptance of
appointment by a successor Eligible Lender Trustee pursuant to this Section,
the Administrator shall mail notice of the successor of such Eligible Lender
Trustee to the Excess Distribution Certificateholder, the Indenture Trustee,
the Noteholders and the Rating Agencies. 
If the Administrator shall fail to mail such notice within 10 days after
acceptance of appointment by the successor Eligible Lender Trustee, the successor
Eligible Lender Trustee shall cause such notice to be mailed at the expense of
the Administrator.


 


SECTION 10.4     Merger
or Consolidation of Eligible Lender Trustee.  Any corporation or
association into which the Eligible Lender Trustee may be merged or converted
or with which it may be consolidated, or any corporation or association
resulting from any merger, conversion or consolidation to which the Eligible
Lender Trustee shall be a party, or any corporation or association succeeding
to all or substantially all the corporate trust business of the Eligible Lender
Trustee, shall, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, be the successor of the Eligible Lender Trustee hereunder;
provided that such corporation or association shall be eligible pursuant
to Section 10.1; and provided  further that the Eligible Lender
Trustee shall mail notice of such merger or consolidation to the Rating
Agencies not less than 15 days prior to the effective date thereof.


 


SECTION 10.5     Appointment
of Co-Eligible Lender Trustee or Separate Eligible Lender Trustee. 
Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust may at the time be located, the Administrator and the
Eligible Lender Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Eligible Lender Trustee, meeting the eligibility requirements of clauses (i)
through (iii) of Section 10.1, to act as co-trustee, jointly with the Eligible
Lender Trustee, or separate trustee or separate trustees, of all or any part of
the Trust Estate, and to vest in such Person, in such capacity, such title to
the Trust Estate, or any part thereof, and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Eligible Lender Trustee may consider necessary or
desirable.  If the Administrator shall
not have joined in such appointment within 15 days after the receipt by it of a
request so to do, the Eligible Lender Trustee alone shall have the power to
make such appointment.  No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee pursuant to clauses (iv), (v) and (vi) of
Section 10.1 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 10.3.


 


20

















 


Each separate trustee and
co-trustee shall, to the extent permitted by law, be appointed and act subject
to the following provisions and conditions:


 


(i)            all rights, powers, duties, and obligations
conferred or imposed upon the Eligible Lender Trustee shall be conferred upon
and exercised or performed by the Eligible Lender Trustee and such separate
trustee or co-trustee jointly (it being understood that such separate trustee
or co-trustee is not authorized to act separately without the Eligible Lender
Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed, the
Eligible Lender Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties, and obligations (including
the holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, solely at the direction of the Eligible Lender Trustee;


 


(ii)           no trustee under this Agreement shall be personally liable by reason of
any act or omission of any other trustee under this Agreement; and


 


(iii)          the Administrator and the Eligible Lender Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or
co-trustee.


 


Any notice, request or other
writing given to the Eligible Lender Trustee shall be deemed to have been given
to each of the then separate trustees and co-trustees, as effectively as if
given to each of them.  Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article.  Each
separate trustee and co-trustee, upon its acceptance of the trusts conferred,
shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Eligible Lender Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the
Eligible Lender Trustee.  Each such
instrument shall be filed with the Eligible Lender Trustee and a copy thereof
given to the Administrator.


 


Any separate trustee or
co-trustee may at any time appoint the Eligible Lender Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by
law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name.  If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all its estates, properties, rights, remedies and trusts shall vest in
and be exercised by the Eligible Lender Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.


 


ARTICLE XI


 


Miscellaneous


 


SECTION 11.1     Supplements
and Amendments.  This Agreement may be amended by the Excess
Distribution Certificateholder and the Eligible Lender Trustee, with prior
written notice to the Rating Agencies, without the consent of any of the
Noteholders, to cure any


 


21

















 


ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement or modifying in any manner the rights of the Noteholders; provided,
however, that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Noteholder.


 


This Agreement may also be
amended from time to time by the Excess Distribution Certificateholder and the
Eligible Lender Trustee, with prior written notice to the Rating Agencies, with
the consent of (i) the Class A Noteholders evidencing not less than a majority
of the Outstanding Amount of the Class A Notes and (ii) the Class B Noteholders
evidencing not less than a majority of the Class B Notes, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or modifying in any manner the rights of the Class
A Noteholders or Class B Noteholders, as the case may be; provided, however,
that no such amendment shall (a) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, collections of payments on Trust
Student Loans or distributions that shall be required to be made for the
benefit of the Noteholders or (b) reduce the aforesaid percentage of the
Outstanding Amount of any class of Notes required to consent to any such
amendment, without the consent of all the outstanding Noteholders of such
class.


 


Promptly after the execution
of any such amendment or consent, the Eligible Lender Trustee shall furnish
written notification of the substance of such amendment or consent to the
Excess Distribution Certificateholder, the Indenture Trustee and each of the
Rating Agencies.


 


It shall not be necessary
for the consent of the Noteholders or the Indenture Trustee pursuant to this
Section to approve the particular form of any proposed amendment or consent,
but it shall be sufficient if such consent shall approve the substance
thereof.  The manner of obtaining such
consents (and any other consents of provided for in this Agreement or in any
other Basic Document) and of evidencing the authorization of the execution
thereof shall be subject to such reasonable requirements as the Eligible Lender
Trustee may prescribe.


 


Prior to the execution of
any amendment to this Agreement, the Eligible Lender Trustee shall be entitled
to receive and rely upon an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement.  The Eligible Lender Trustee may, but shall
not be obligated to, enter into any such amendment which affects the Eligible
Lender Trustee’s own rights, duties or immunities under this Agreement or
otherwise.


 


SECTION 11.2     No
Legal Title to Trust Estate in Excess Distribution Certificateholder. The Excess Distribution Certificateholder
shall not have legal title to any part of the Trust Estate. The Excess
Distribution Certificateholder shall be entitled to receive distributions with
respect to its undivided beneficial ownership interest therein only in
accordance with Section 3.3 of this Agreement. 
No transfer, by operation of law or otherwise, of any right, title, or
interest of the Excess Distribution Certificateholder to and in its beneficial
ownership interest in the Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Trust Estate.


 


SECTION 11.3     Limitations
on Rights of Others.  Except for Section 2.7, the provisions of
this Agreement are solely for the benefit of the Eligible Lender Trustee, the


 


22

















 


Depositor, the Excess
Distribution Certificateholder, the Administrator and, to the extent expressly
provided herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement (other than Section 2.7), whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Trust Estate or under this Agreement or any covenants, conditions
or provisions contained herein.


 


SECTION 11.4     Notices. 
Unless otherwise expressly specified or permitted by the terms hereof,
all notices shall be in writing and shall be deemed given upon receipt by the
intended recipient or three Business Days after mailing if mailed by certified
mail, postage prepaid (except that notice to the Eligible Lender Trustee shall
be deemed given only upon actual receipt by the Eligible Lender Trustee), if to
the Eligible Lender Trustee, addressed to its Corporate Trust Office with
copies to Deutsche Bank Trust Company Americas, 60 Wall Street, 26th
Floor, Mailstop NYC60-2606, New York, New York 10005, Attention:  Trust & Securities Services/Structured
Finance Services; if to the Depositor, addressed to SLM Funding LLC, 11600
Sallie Mae Drive, MDC V1764, Reston, Virginia 20193, or, as to each party, at
such other address as shall be designated by such party in a written notice to
each other party.


 


SECTION 11.5     Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


SECTION 11.6     Separate
Counterparts.  This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


SECTION 11.7     Successors
and Assigns.  All covenants and agreements contained
herein shall be binding upon and inure to the benefit of, the Depositor and its
successors, the Eligible Lender Trustee and its successors, each Excess
Distribution Certificateholder and its successors and permitted assigns, all as
herein provided.  Any request, notice,
direction, consent, waiver or other instrument or action by a Noteholder or the
Excess Distribution Certificateholder shall bind the successors and assigns of
such holder.


 


SECTION 11.8     No
Petition.


 


(a)           Neither the Depositor, nor any other Excess Distribution Certificateholder
(as evidenced by its acceptance of the Excess Distribution Certificate) will
institute against the Trust, at any time, any bankruptcy proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Excess Distribution Certificate, the Notes, this
Agreement or any of the other Basic Documents. 
The foregoing shall not limit the rights of the Depositor, nor any
Excess Distribution Certificateholder to file any claim in, or otherwise take
any action with respect to, any insolvency proceeding that was instituted
against the Trust by a Person other than the Depositor or such other Excess
Distribution Certificateholder.


 


23

















 


(b)           The Eligible Lender Trustee (not in its individual capacity but solely
as Eligible Lender Trustee), by entering into this Agreement, the Excess
Distribution Certificateholder by accepting the Excess Distribution
Certificate, and the Indenture Trustee and each Noteholder by accepting the
benefits of this Agreement, hereby covenant and agree that they will not at any
time institute against the Depositor or the Trust, or join in any institution
against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement,
insolvency, receivership or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, this Agreement or any of the other Basic
Documents.  The foregoing shall not
limit the rights of the Eligible Lender Trustee to file any claim in, or
otherwise take any action with respect to, any insolvency proceeding that was
instituted against the Issuer by a Person other than the Eligible Lender Trustee.


 


SECTION 11.9     No
Recourse.  Each Excess Distribution Certificateholder
by accepting the Excess Distribution Certificate acknowledges that such
holder’s certificate represents beneficial interests in the Trust only and do
not represent interests in or obligations of the Depositor, the Servicer, the
Administrator, the Eligible Lender Trustee, the Indenture Trustee, the Interest
Rate Cap Counterparty or any Affiliate thereof or any officer, director or
employee of any thereof and no recourse may be had against such parties or
their assets, except as may be expressly set forth or contemplated in this
Agreement, the Excess Distribution Certificate or the other Basic Documents.


 


SECTION 11.10  Headings.  The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.


 


SECTION 11.11  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.


 


24

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amended and Restated Trust Agreement to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.


 


	
   

  	
  CHASE MANHATTAN BANK USA,
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual
  capacity but solely as

  
	
   

  	
  Eligible Lender Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  JOHN J. CASHIN

  
	
   

  	
   

  	
  Name:

  	
  John J. Cashin

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SLM FUNDING LLC,

  
	
   

  	
  as the Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/

  	
  MARK L. HELEEN

  
	
   

  	
   

  	
  Name:

  	
  Mark L. Heleen

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


25

















 


	
  Acknowledged and agreed as
  to

  
	
  Section 3.3(c) and Section
  3.3(g)

  
	
  of this Amended and
  Restated Trust Agreement

  
	
   

  
	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS,

  
	
  not in its individual
  capacity but solely

  
	
  as the initial Excess Distribution

  
	
  Certificate Paying Agent

  
	
   

  
	
  By:

  	
  /s/

  	
  MICHELE H.Y. VOON

  	
   

  
	
   

  	
  Name:

  	
  Michele H.Y. Voon

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 


26

















 


EXHIBIT A


TO THE TRUST AGREEMENT


 


[PLEASE
SEE ATTACHED]


 


A-1

















 


EXHIBIT B


 


FORM
OF


 


CERTIFICATE OF TRUST


OF


SLM STUDENT LOAN


TRUST 2004-6


 


This Certificate of Trust of
SLM STUDENT LOAN TRUST 2004-6 (the “Trust”) is being duly executed and filed on
behalf of the Trust by the undersigned, as trustee, to form a statutory trust
under the Delaware Statutory Trust Statute (12 Del. C. § 3801 et seq.)
(the “Act”).


 


1.             Name.  The name of the statutory
trust formed by this Certificate of Trust is SLM STUDENT LOAN TRUST 2004-6.


 


2.             Delaware Trustee.  The
name and business address of the eligible lender trustee of the Trust in the
State of Delaware are the Chase Manhattan Bank USA, National Association, c/o
JPMorgan Chase Bank, 500 Stanton Christiana Road, Christiana Center/OPS4/3rd
Floor, Newark, Delaware 19713. 
Attn:  Institutional Trust
Services.


 


3.             Effective Date.  This Certificate of Trust shall be effective upon filing.


 


IN WITNESS WHEREOF, the
undersigned has duly executed this Certificate of Trust in accordance with
Section 3811(a)(1) of the Act.


 


	
   

  	
   

  	
   

  	
  CHASE MANHATTAN BANK USA,

  
	
   

  	
   

  	
   

  	
  NATIONAL ASSOCIATION, not
  in its

  
	
   

  	
   

  	
   

  	
  individual capacity but
  solely as Eligible Lender Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


B-1

















 


EXHIBIT C


[FORM OF TRANSFEROR LETTER]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


11600 Sallie Mae Drive


Reston, Virginia 20193


 


Deutsche Bank Trust Company Americas,


as Excess Distribution Certificate Registrar 

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005


Attention: 
Trust & Securities Services/Structured Finance Services


 


Chase Manhattan Bank USA, National
Association


as Eligible Lender Trustee


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM
Student Loan Trust 2004-6,


Excess
Distribution Certificate (the “Certificate”)


 


Ladies and Gentlemen:


 


In connection with our
disposition of the above Certificate, we certify that (a) we understand that
the Certificate has not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), and is being disposed by us in a transaction
that is exempt from the registration requirements of the Securities Act, and
(b) we have not offered or sold the Certificate to, or solicited offers to buy
the Certificate from, any person, or otherwise approached or negotiated with
any person with respect thereto, in a manner that would be deemed, or taken any
other action would result in, a violation of Section 5 of the Securities Act.


 


 


	
  Very truly yours,

  
	
   

  
	
   

  	
   

  
	
  [Print Name of Transferor]

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized
  Officer

  	
   

  
			



 


C-1

















 


EXHIBIT D-1


[FORM OF TRANSFEREE LETTER (NON-RULE 144A)]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


11600 Sallie Mae Drive


Reston, Virginia 20193


 


Deutsche Bank Trust Company Americas,


as Excess Distribution Certificate Registrar

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005


Attention: 
Trust & Securities Services/Structured Finance Services


 


Chase Manhattan Bank USA, National Association


as Eligible Lender Trustee


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware  19713


 


Re:          SLM
Student Loan Trust 2004-6,


Excess
Distribution Certificate (the “Certificate”)


 


Ladies and Gentlemen:


 


In connection with our
acquisition of the above Certificate, we certify that (a) we understand that
the Certificate is not being registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws and is being
transferred to us in a transaction that is exempt from the registration
requirements of the Securities Act and any such laws, (b) we are an
institutional “accredited investor,” as defined in Rule 501 (a) (1), (2), (3)
or (7) of Regulation D under the Securities Act or an entity in which all of
the equity owners come within such paragraphs, and have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Certificate, (c) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificate and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificate, (d) we are not acquiring the Certificate for, by or for the
account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975
of the Code, if such acquisition, or the management or servicing of the Trust
or its assets, would cause a non-exempt prohibited transaction in violation of
Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan
subject to a substantially similar federal, state, local or foreign law, if
such acquisition would cause a non-exempt violation of such substantially
similar law, (iii) any person who is not a United States person


 


D-1-1

















 


within the meaning of Section 7701(a)(30) of
the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D),
(E) or (F) of the Code, the income of which pass-thru entity is includible by
any person referred to in clause (iii) above, (e) we are acquiring the
Certificate for investment for our own account and not with a view to any
distribution of the Certificate (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificate in accordance with clause
(g) below), (f) we have not offered or sold the Certificate to, or solicited
offers to buy the Certificate from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action
which would result in a violation of Section 5 of the Securities Act, and (g)
we will not sell, transfer or otherwise dispose of the Certificate unless (1)
such sale, transfer or other disposition is made pursuant to an effective
registration statement under the Securities Act or is exempt from such
registration requirements, and if requested, we will at our expense provide an
opinion of counsel satisfactory to the addressees of this Letter that such sale,
transfer or other disposition may be made pursuant to an exemption from the
Securities Act, (2) the purchaser or transferee of such Certificate has
executed and delivered to you a certificate to substantially the same effect as
this certificate and (3) the purchaser or transferee has otherwise complied
with any conditions for transfer set forth in the Trust Agreement relating to
the Certificate.


 


Except as otherwise
specified herein or as the context may otherwise require, capitalized terms
used but not otherwise defined herein are defined in Appendix A to the Amended
and Restated Trust Agreement dated as of June 30, 2004, among SLM Funding LLC,
as the Depositor,  Chase Manhattan Bank
USA, National Association, not in its individual capacity, but solely as the
Eligible Lender Trustee, and Deutsche Bank Trust Company Americas, not in its
individual capacity, but solely as the Indenture Trustee, acting as the Excess
Distribution Certificate Paying Agent.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


D-1-2

















 


EXHIBIT D-2


[FORM OF TRANSFEREE LETTER (RULE 144A)]


 


[Date]


 


Sallie Mae, Inc.


as Administrator


11600 Sallie Mae Drive


Reston, Virginia  20193


 


Deutsche Bank Trust Company Americas,


as Excess Distribution Certificate Registrar

60 Wall Street, 26th Floor

Mailstop NYC60-2606

New York, New York 10005


Attention: 
Trust & Securities Services/Structured Finance Services


 


Chase Manhattan Bank USA, National
Association


as Eligible Lender Trustee


Christiana Center/OPS4


500 Stanton Christiana Road


Newark, Delaware 19713


 


Re:          SLM
Student Loan Trust 2004-6,


Excess
Distribution Certificate (the “Certificate”)


 


Ladies and Gentlemen:


 


In connection with our
acquisition of the above Certificate, we certify that (a) we understand that
the Certificate is not being registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws and is being
transferred to us in a transaction that is exempt from the registration
requirements of the Securities Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificate, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificate and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificate, (d) we are not acquiring the Certificate by or for
the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section
4975 of the Code, if such acquisition, or the management or servicing of the
Trust or its assets, would cause a non-exempt prohibited transaction in
violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any
Benefit Plan subject to a substantially similar federal, state, local or
foreign law, if such acquisition would cause a non-exempt violation of such
substantially similar law, (iii) any person who is not a United States person
within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru
entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income
of which pass-thru entity is includible by any person referred to in clause
(iii) above, (e)


 


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we have not, nor has anyone acting on our
behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificate, any interest in the Certificate or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificate, any interest in the Certificate or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificate, any interest in the Certificate or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificate under the Securities Act or
that would render the disposition of the Certificate a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificate, (f) we are a “qualified institutional buyer” as
that term is defined in Rule 144A under the Securities Act (“Rule 144A”) and
have completed either of the forms of certification to that effect attached
hereto as Annex 1 or Annex 2.  We are
aware that the sale to us is being made in reliance on Rule 144A.  We are acquiring the Certificate for our own
account or for resale pursuant to Rule 144A and further understand that the
Certificate may be resold, pledged or transferred only (1) to a person
reasonably believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A, or (ii) pursuant to another exemption from registration under the
Securities Act.


 


Except as otherwise
specified herein or as the context may otherwise require, capitalized terms
used but not otherwise defined herein are defined in Appendix A to the Amended
and Restated Trust Agreement dated as of June 30, 2004, among SLM Funding LLC,
as the Depositor,  Chase Manhattan Bank
USA, National Association, not in its individual capacity, but solely as the
Eligible Lender Trustee, and Deutsche Bank Trust Company Americas, not in its
individual capacity, but solely as the Indenture Trustee, acting as the Excess
Distribution Certificate Paying Agent.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Print Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


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ANNEX 1


 


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


 


[For
Transferees Other Than Registered Investment Companies]


 


The undersigned (the
“Buyer”) hereby certifies as follows to the parties listed in the Rule 144A
Transferee Letter  to which this
certification relates with respect to the Certificate described therein:


 


1.                                       As indicated below, the undersigned is the
President, Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.


 


2.                                       In connection with purchases by the Buyer,
the Buyer is a “qualified institutional buyer” as that term is defined in Rule
144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the
Buyer owned and/or invested on a discretionary basis
$                        (1)
in securities (except for the excluded securities referred to below) as of the
end of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
category marked below.


 


•                                          Corporation, etc.  The
Buyer is a corporation (other than a bank, savings and loan association or
similar institution), Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501 (c) (3) of the Internal Revenue Code of
1986, as amended.


 


•                                          Bank.  The Buyer (a) is a national
bank or banking institution organized under the laws of any State, territory or
the District of Columbia, the business of which is substantially confined to
banking and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.


 


•                                          Savings and Loan.  The
Buyer (a) is a savings and loan association, building and loan association,
cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision over
any such institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which
is attached hereto.


 


 












(1)                                  Buyer must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Buyer is a
dealer, and, in that case, Buyer must own and/or invest on a discretionary
basis at least $10,000,000 in securities.


 


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•                                          Broker-dealer.  The
Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934.


 


•                                          Insurance Company.  The
Buyer is an insurance company whose primary and predominant business activity
is the writing of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State, territory or the
District of Columbia.


 


•                                          State or Local Plan.  The
Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.


 


•                                          ERISA Plan.  The Buyer is an employee
benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974.


 


•                                          Investment Advisor.  The
Buyer is an investment advisor registered under the Investment Advisors Act of
1940.


 


•                                          Small Business Investment Company.  The
Buyer is a small business investment company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.


 


•                                          Business Development Company.  The
Buyer is a business development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940.


 


•                                          Qualified Institutional Buyers.  The
Buyer owned and/or invested on a discretionary basis less than $100,000,000,
but it is an entity in which all of the equity owners are qualified
institutional buyers.


 


3.                                       The term “securities” as used herein does
not include (i) securities of issuers that are affiliated with the Buyer,
(ii) securities that are part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the
U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates
of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities
owned but subject to a repurchase agreement and (viii) currency, interest rate
and commodity swaps.


 


4.                                       For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer and did not
include any of the securities referred to in the preceding paragraph, except
(i) where the Buyer reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with
respect to the cost of those securities has been published.  If clause (ii) in the preceding sentence
applies, the securities may be valued at market.  Further, in determining such aggregate amount, the Buyer may have


 


1-2

















 


included securities owned by
subsidiaries of the Buyer, but only if such subsidiaries are consolidated with
the Buyer in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are
managed under the Buyer’s direction. 
However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


 


5.                                       The Buyer acknowledges that it is familiar
with Rule 144A and understands that the seller to it and other parties related
to the Certificate are relying and will continue to rely on the statements made
herein because one or more sales to the Buyer may be in reliance on Rule 144A.


 


6.                                       Until the date of purchase of the Rule 144A
Securities, the Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein.  Until such notice is given, the
Buyer’s purchase of the Certificate will constitute a reaffirmation of this
certification as of the date of such purchase. 
In addition, if the Buyer is a bank or savings and loan is provided
above, the Buyer agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.


 


 


	
   

  	
   

  
	
  [Print Name of Transferee]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
					



 


1-3

















 


ANNEX 2


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


 


[For
Transferees That are Registered Investment Companies]


 


The undersigned (the
“Buyer”) hereby certifies as follows to the parties listed in the Rule 144A
Transferee Letter  to which this certification
relates with respect to the Certificate described therein:


 


1.                                       As indicated below, the undersigned is the
President, Chief Financial Officer or Senior Vice President of the Buyer or, if
the Buyer is a “qualified institutional buyer” as that term is defined in Rule
144A under the Securities Act of 1933, as amended (“Rule 144A”) because Buyer
is part of a Family of Investment Companies (as defined below), is such an
officer of the Adviser.


 


2.                                       In connection with purchases by Buyer, the
Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because
(i) the Buyer is an investment company registered under the Investment Company
Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the
Buyer’s Family of Investment Companies, owned at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Buyer’s most recent fiscal year. 
For purposes of determining the amount of securities owned by the Buyer
or the Buyer’s Family of Investment Companies, the cost of such securities was
used, except (i) where the Buyer or the Buyer’s Family of Investment Companies
reports its securities holdings in its financial statements on the basis of
their market value, and (ii) no current information with respect to the cost of
those securities has been published.  If
clause (ii) in the preceding sentence applies, the securities may be valued at
market.


 


•                                          The Buyer owned
$                    
in securities (other than the excluded securities referred to below) as of the
end of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A).


 


•                                          The Buyer is part of a Family of Investment
Companies which owned in the aggregate $
                  
in securities (other than the excluded securities referred to below) as of the
end of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A).


 


3.                                       The term “Family of Investment Companies”
as used herein means two or more registered investment companies (or series
thereof) that have the same investment adviser or investment advisers that are
affiliated (by virtue of being majority owned subsidiaries of the same parent
or because one investment adviser is a majority owned subsidiary of the other).


 


2-1

















 


4.                                       The term “securities” as used herein
does not include (i) securities of issuers that are affiliated with the Buyer
or are part of the Buyer’s Family of Investment Companies, (ii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.


 


5.                                       The Buyer is familiar with Rule 144A and
understands that the parties listed in the Rule 144A Transferee Letter  to which this certification relates are
relying and will continue to rely on the statements made herein because one or
more sales to the Buyer will be in reliance on Rule 144A.  In addition, the Buyer will only purchase
for the Buyer’s own account.


 


6.                                       Until the date of purchase of the
Certificate, the undersigned will notify the parties listed in the Rule 144A
Transferee Letter  to which this
certification relates of any changes in the information and conclusions
herein.  Until such notice is given, the
Buyer’s purchase of the Certificate will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.


 


	
   

  	
   

  
	
   

  	
  Print Name of Buyer or
  Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [IF AN ADVISER:]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name of Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


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